Oruka Therapeutics, Inc. 10-Q

ITEM 5. OTHER INFORMATION (a) Mr. C. Jeff Dekker entered into an employment agreement that is effective as of May 10, 2021. As of May 10, 2021, Mr. Dekker executed an indemnification agreement in substantially the form filed as Exhibit 10.29 to our Annual Report on Form 10-K for the year ended December 31, 2013. Under his employment agreement, Mr. Dekker is entitled to receive an annual base salary of $270,000, subject to annual increases if approved by our Board of Directors or Compensation Committee and is eligible to receive an annual target bonus of 35% of his base salary as determined by the Board of Directors or Compensation Committee in their sole discretion. On May 10, 2021, the Compensation Committee approved an incentive stock option grant of 55,000 common stock options to Mr. Dekker pursuant to our 2020 Equity Incentive Plan. The option has an exercise price of $3.06 per share, representing the closing price of our common stock on the Nasdaq Capital Market on May 10, 2021. The option vests 25% after one year, then in 36 equal monthly installments, measured from May 10, 2021, subject to partial acceleration upon the occurrence of specified events. If we terminate Mr. Dekker’s employment without “cause,” or if Mr. Dekker terminates his employment with “good reason” (as these terms are defined in his employment agreement), we have agreed to pay Mr. Dekker a severance payment equivalent to (i) 12 months of his base salary (if such termination occurs on the same day as or within thirteen months after a change of control of the Company), (ii) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors payable to him for the fiscal year in which his employment terminated to be paid at the same time that such incentive bonus 47 would have been paid had the termination not occurred, and (iii) reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA for 12 months, whether he elects or is eligible to receive COBRA (provided, that even if he does not elect or is not eligible to receive COBRA, he will receive the equivalent of such out-of-pocket expenses paid by him not to exceed the costs that the benefits would equal under COBRA if he were so eligible). In addition, we may elect in our sole discretion, to pay additional severance equal to up to 12 months of base salary, which additional payment would extend the covenants and obligations under Mr. Dekker’s employee intellectual property , confidentiality and non - compete agreement for such additional period. The severance payment is conditioned on the execution by Mr. Dekker of a legal release in a form acceptable to us . 48 ITEM 6. EXHIBITS EXHIBIT INDEX The following documents are filed as part of this quarterly report on Form 10-Q. The Company will furnish a copy of any exhibit listed to requesting stockholders upon payment of the Company’s reasonable expenses in furnishing those materials. Incorporated by Reference (1) Exhibit No. Description Form Filing Date Number Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of the Registrant, as amended . 10-K 3/27/2009 3.1 3.1(a) Certificate of Amendment to Restated Certificate of Incorporation . 8-K 3/5/2013 5.1 3.1(b) Certificate of Amendment to Restated Certificate of Incorporation . 8-K 9/3/2015 3.1 3.1(c) Certificate of Amendment to Restated Certificate of Incorporation . 8-K 4/3/2019 3.1 3.2 Second Amended and Restated Bylaws of the Registrant, as amended . 10-Q 11/16/2009 3.2 4.1 Reference is made to Exhibits 3.1, 3.1(a), 3.1(b) and 3.2 4.2 Form of Common Stock Certificate . 10-Q 5/8/2019 4.2 10.1 Amendment No. 1 to Capital on Demand TM Sales Agreement, dated April 6, 2021, by and between ARCA biopharma, Inc. and JonesTrading Institutional Services LLC . 8-K 4/6/2021 10.1 10.2 Employment Agreement, dated April 21, 2021, by and between ARCA biopharma, Inc. and C. Jeff Dekker . X 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . X 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . X 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . X 101.INS XBRL Instance Document (filed electronically herewith) X 101.SCH XBRL Taxonomy Extension Schema Document (filed electronically herewith) X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith) X 101.LAB XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith) X 49 Incorporated by Reference (1) Exhibit No. Description Form Filing Date Number Filed Herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith) X 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith) X (1) The SEC file number for all items incorporated by reference herein from reports on Forms 10-K, 10-Q and 8-K is 000-22873. 50 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARCA biopharma, Inc. (Registrant) By: /s/ C. Jeffrey Dekker C. Jeffrey Dekker Chief Financial Officer (Principal Financial and Accounting Officer) Dated: May 11, 2021 51